AMALGAMATION AGREEMENT among PETAQUILLA MINERALS LTD. and PETAQUILLA HOLDINGS LTD. and IBERIAN RESOURCES CORP. MAY 18, 2011

AMALGAMATION AGREEMENT

among

PETAQUILLA MINERALS LTD.

and

PETAQUILLA HOLDINGS LTD.

and

IBERIAN RESOURCES CORP.

MAY 18, 2011

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT dated as of the 18^th day of May, 2011, is made

A M O N G:

PETAQUILLA MINERALS LTD., a company existing under the laws of the Province of British Columbia (“PTQ”)

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PETAQUILLA HOLDINGS LTD., a company existing under the laws of the Province of British Columbia (“PTQ Newco”)

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IBERIAN RESOURCES CORP., a company existing under the laws of the Province of British Columbia (“Iberian”)

WHEREAS PTQ and Iberian have agreed to enter into a three-cornered amalgamation pursuant to which Iberian and PTQ Newco will amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia) (the “Amalgamation”) and, on completion of the Amalgamation, former holders of equity securities of Iberian will receive equity securities of PTQ, based on the Exchange Ratio (as hereinafter defined);

AND WHEREAS the parties hereto seek to enter into this Agreement to set forth their respective covenants, representations, warranties and obligations with respect to the Amalgamation;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, conditions and premises herein contained, the sum of $10.00 now paid by each party to the other and for other good and valuable consideration (the receipt and sufficiency whereof being hereby acknowledged) the parties hereto do hereby covenant and agree as follows:

ARTICLE 1
INTERPRETATION

1.01 In this Agreement:

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such first Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “control” another Person if such first Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning.

“Agreement” means this Amalgamation Agreement.

“Amalco” means the corporation to be formed by the amalgamation of Iberian and PTQ Newco as contemplated by this Agreement.

“Amalgamation Application” means the amalgamation application attached to this Agreement as Schedule “A”.

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“Amalgamating Corporations” means Iberian and PTQ Newco.

“Amalgamation” means the amalgamation of Iberian and PTQ Newco pursuant to subsection 269 of the BCBCA, as defined in the recitals to this Agreement.

“Applicable Securities Laws” means the securities laws in force in each of the Provinces of Canada to which any of the Parties is subject.

“BCBCA” means the Business Corporations Act (British Columbia).

“Board of Directors” means the board of directors of the applicable company from time to time.

“Business Day” means a day that is not a Saturday, a Sunday or a statutory holiday within the meaning of the Interpretation Act (Canada).

“Canadian GAAP” means accounting principles generally accepted in Canada.

“Certificate of Amalgamation” means the certificate of amalgamation to be issued to Amalco by the Registrar pursuant to the BCBCA.

“Completion Deadline” means the date by which the Transaction is to be completed, which date shall be no later than August 31, 2011.

“Effective Date” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation issued by the Registrar upon receipt of the Amalgamation Application.

“Effective Time” means 12:01 a.m. (Vancouver Time) on the Effective Date.

“Encumbrances” means any and all encumbrances, pledges, mortgages, liens, claims, demands, charges, actions, security interests, voting trusts, proxies and claims of others.

“Environmental Approvals” means all authorizations, approvals, orders, consents, filings, licenses or permits issued by any Governmental Entity relating to the protection of the environment.

“Environmental Laws” means all applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals.

“Exchange Ratio” means 1.3 PTQ Common Shares for every one Iberian Common Share.

“Governmental Entity” means any applicable (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, or (iii) any quasi governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Hazardous Substance” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semi-solid or any combination thereof, whether waste material, raw material, finished product, intermediate product, byproduct or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste or contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a

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hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings.

“Iberian Common Shares” means common shares in the capital of Iberian.

“Iberian Financial Statements” means the audited financial statements of Iberian for the period from incorporation to December 31, 2010.

“Iberian Option” means an outstanding option to purchase an Iberian Common Share, as it may be amended from time to time.

“Iberian Properties” means all of the properties in which Iberian has an interest, including the properties known as Banjas and Lomero-Poyatos, respectively.

“Iberian Subsidiaries” means all of the entities in which Iberian has an ownership interest, including Corporacion Recursos Iberia S.L., Sulfuros Complejos Andalucia Mining S.L. and Almada Mining S.A., respectively.

“Iberian Warrant” means a warrant that, prior to the Amalgamation, entitled a holder of such warrant to acquire an Iberian Common Share upon the exercise thereof, as it may be amended from time to time.

“Interim Period” means the period of time between the signing of this Agreement and the Effective Time.

“Laws” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity.

“Material Adverse Effect” means, in respect of PTQ or Iberian, as the case may be, any effect resulting from any change, event or occurrence that is or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of, as the case may be, either PTQ or Iberian, other than any effect: (i) relating to the global economy or securities markets in general; (ii) affecting the worldwide mining industry in general and which does not have a materially disproportionate effect on PTQ or Iberian, respectively; (iii) resulting from changes in the price of any commodity; or (iv) relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa, and references in this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, interpretive of the amount used for the purpose of determining whether a “Material Adverse Change” has occurred or whether a state of facts exists that has or would have a “Material Adverse Effect” and such defined terms and all other references to materiality in this Agreement shall be interpreted without reference to any such amounts.

“Mining Rights” means either freehold title, mining leases, mining concessions, mining claims or participating interests or other conventional property or proprietary interests or rights recognized in the jurisdiction in which each of the applicable properties is located.

“Notice of Articles” means the Notice of Articles included in Schedule “A” along with the Amalgamation Application.

“Parties” means collectively, PTQ, Iberian and PTQ Newco, and a “Party” means any one of such Parties.

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“Person” is to be interpreted broadly and includes any individual, partnership, company, corporation, unincorporated association, person, government or governmental agency, authority or entity, howsoever designated or constituted.

“PTQ Common Shares” means common shares in the capital of PTQ.

“PTQ Financial Statements” means the audited financial statements of PTQ for the six-month period ended November 30, 2010.

“PTQ Newco Common Shares” means common shares in the capital of PTQ Newco.

“PTQ Properties” means all of the properties in which PTQ has an interest, including the property known as the Molejon gold mine and other adjacent mineral concessions in the Republic of Panama.

“PTQ Public Documents” means all forms, reports, schedules, statements, certifications, material change reports and other documents required to be publicly filed by PTQ (such forms, reports, schedules, statements and documents, including any Schedules included therein).

“PTQ Subsidiaries” means all of the entities in which PTQ has an ownership interest, including ▇▇▇▇▇▇ Resources (BVI) Ltd., Petaquilla Minerals, S.A., Instituto Petaquilla, S.A., Petaquilla Gold, S.A., Brigadas Verdes, S.A., Aqua Azure, S.A., Petaquilla Infraestructura Ltd., Panama Desarrollo de Infraestructuras, S.A., Panama Central Electrica, S.A. and a 50.2% interest in Petaquilla Infraestructura, S.A.

“Registrar” means the Registrar of Companies for British Columbia.

“Release” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered.

“Representative” when used with respect to a Party means each director, officer, employee, agent, consultant, adviser and other representative of that Party who is involved in the transactions contemplated by this Agreement.

“Securities Authorities” means the securities commissions and the securities regulatory authorities having jurisdiction over any of the Parties.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Subsidiary” means any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by a Person, and shall include any body corporate, partnership, joint venture or other entity over which the Person exercises direction or control or which is in a like relation to a Subsidiary.

“Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity.

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“Tax Act” means the Income Tax Act (Canada), as amended and the regulations thereunder, as amended.

“Tax Returns” means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any taxing authority relating to Taxes.

“Transaction” means the consummation of the Amalgamation as contemplated herein.

“TSX” means the Toronto Stock Exchange.

“Vintage” means Vintage Mining Corp., a corporation previously existing under the laws of the Province of British Columbia.

“Vintage Acquisition” means the acquisition of Vintage by Iberian Resources Corp. and the subsequent amalgamation of Vintage and Iberian Resources Corp. to form Iberian.

1.02 Currency. All sums of money that are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

1.03 Interpretation Not Affect by Heading, Etc. The division of this Agreement into articles, sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The words “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular article, section, paragraph or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.04 Number and Gender. Unless the subject matter or context requires the contrary, in this Agreement words importing the singular number only shall include the plural and vice versa; words importing the use of any gender shall include all genders; and words importing persons shall include firms and corporations.

1.05 Date of Any Action. In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.06 Statutory References. Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.07 Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

ARTICLE 2
AMALGAMATION

2.01 Agreement. Each of the Parties agree that, subject to the terms and conditions contained herein, the Amalgamating Corporations shall amalgamate pursuant to the provisions of section 269 of the BCBCA as of the Effective Time and shall continue as one corporation.

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2.02 Effective Date of Amalgamation. On the Effective Date, the Amalgamation becomes effective and the Amalgamating Corporations are amalgamated and continued as one corporation.

ARTICLE 3
THE AMALGAMATED CORPORATION

3.01 Name. The name of Amalco shall be “IBERIAN RESOURCES CORP.”.

3.02 Business. There shall be no restrictions on the business that Amalco may carry on.

3.03 Registered Office. The registered office of Amalco shall be located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇.

3.04 Authorized Capital. The authorized share capital of Amalco shall consist of an unlimited number of common shares without nominal or par value.

3.05 Directors.

The aforesaid individuals shall hold office as directors of Amalco until their successors are elected or appointed. The business and affairs of Amalco shall be under the management of the Board of Directors of Amalco from time to time, subject to the provisions of the BCBCA and the Articles.

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3.06 Officers. The officers of Amalco, until changed or added to by the Board of Directors of Amalco shall be as follows:

3.07 Articles. The articles of Amalco shall be the articles attached to this Agreement as Schedule “B”, executed by one of the first directors or Amalco referred to in paragraph 3.05.

3.08 Additional Borrowing Powers. Without restricting any of the powers and capacities of Amalco, whether derived from the BCBCA or otherwise, the Board of Directors of Amalco may, from time to time without authorization from the shareholders:

The Board of Directors of Amalco may from time to time delegate to such one or more of the directors and officers of Amalco as may be designated by the Board of Directors of Amalco all or any of the powers conferred on the Board of Directors of Amalco above to such extent and in such manner as the Board of Directors of Amalco shall determine at the time of such delegation.

3.09 Restrictions on Transfer. The approval of the Board of Directors of Amalco or the holders of a minimum of 51% of the Amalco common shares shall be required prior to the transfer of common shares in the capital of Amalco.

ARTICLE 4
ISSUE OF SECURITIES UPON THE AMALGAMATION

4.01 Issue of Shares. Subject to the terms and conditions contained herein, forthwith upon the filing of the Amalgamation Application and the issuance of the Certificate of Amalgamation and

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effective as at the Effective Time, the former shareholders of Iberian who hold Iberian Common Shares shall receive PTQ Common Shares for each one Iberian Common Share based on the Exchange Ratio. It is understood that no fractional PTQ Common Shares will be issued and that the total number of PTQ Common Shares that any holder of Iberian Common Shares shall be entitled to receive shall be rounded down to the nearest whole number.

4.02 Stated Capital. The stated capital of Amalco shall be equal to the aggregate of the stated capital of each of the Amalgamating Corporations on the Effective Date.

4.03 Amendment of Iberian Options. Prior to the filing of the Amalgamation Application, with the consent of all of the holders of Iberian Options, Iberian shall amend the terms of the Iberian Options to provide that after the issuance of the Certificate of Amalgamation by the Registrar, each Iberian Option shall entitle a holder thereof to acquire, upon exercise thereof, one PTQ Common Share in lieu of the one Iberian Common Share to which such holder was otherwise previously entitled.

4.04 Exchange of Iberian Options. Subject to the terms and conditions contained herein, immediately after the filing of the Amalgamation Application and the issuance of the Certificate of Amalgamation, a holder of an Iberian Option shall be entitled to receive, upon exercise thereof, one PTQ Common Share in accordance with Section 4.03. Except as modified pursuant to Section 4.03, all terms of the Iberian Options, including the exercise price, shall remain the same.

4.05 Amendment of Iberian Warrants held by Insiders. Prior to the filing of the Amalgamation Application, with the consent of all of the holders of Iberian Warrants who are insiders of Iberian, Iberian shall amend the terms of such insiders’ Iberian Warrants to provide that after the issuance of the Certificate of Amalgamation by the Registrar, a holder of such warrants shall be entitled to receive, upon exercise thereof, one PTQ Common Share in lieu of the one Iberian Common Share to which such holder was otherwise previously entitled.

4.06 Exchange of Iberian Warrants. Subject to the terms and conditions contained herein, immediately after the filing of the Amalgamation Application and the issuance of the Certificate of Amalgamation:

Except as modified pursuant to Section 4.05 and this Section 4.06, all terms of the Iberian Warrants, including the exercise price, shall remain the same.

4.07 Issue of Amalco Shares. Amalco shall issue to PTQ one common share of Amalco for the PTQ Newco Common Share held by PTQ and one common share of Amalco for each PTQ Common Share issued pursuant to Section 4.01 hereof.

4.08 Shares held by Azuero Mining. Immediately prior to the filing of the Amalgamation Application and the issuance of the Certificate of Amalgamation, PTQ will hold a 49% interest in Azuero Mining S.A. (“Azuero”), which in turn holds a 24.8% indirect interest in Iberian. Upon completion of the Transaction, Azuero will indirectly hold 11,080,305 PTQ Common Shares. Post-Transaction, PTQ shall ensure that if Azuero distributes its PTQ Common Shares to its

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shareholders, of which 5,429,349 PTQ Common Shares will ultimately be distributed to PTQ (as shareholder of Azuero), PTQ will cancel such PTQ Common Shares.

ARTICLE 5 AMALGAMATION APPLICATION

5.01 Filing. Subject to section 5.02, as soon as practicable after all conditions herein provided for have been satisfied or waived, the Amalgamating Corporations shall jointly file, with the Registrar, the Amalgamation Application, including the Notice of Articles and any required affidavits pursuant to sections 275 and 277 of the BCBCA, and such other documents as may be required to give effect to the Amalgamation.

5.02 Termination. Subject to applicable law, this Agreement may be terminated at any time prior to the issuance of a Certificate of Amalgamation:

In the event of any such termination, each Party will be released, remised and forever discharged in respect of any and all of its obligations, claims and liabilities arising in respect of this Agreement.

5.03 Adoption of Agreement. This Agreement shall be subject to the condition that it be approved by each of the Amalgamating Corporations in the manner required by section 271(1)(a) or 271(6) of the BCBCA.

5.04 Rights and Obligations of the Amalgamated Company. Upon the amalgamation taking effect and thereafter, Amalco shall be seized of and shall hold and possess all the property, rights and interests, and shall be subject to all the debts, liabilities and obligations, of each of the Amalgamating Corporations, including all deeds of trust and mortgages, debentures, guarantees and other securities heretofore issued by each of the Amalgamating Corporations and the shareholders of each of the Amalgamating Corporation shall be bound by the terms of this Agreement. The rights of creditors against the property, rights and assets of the Amalgamating Corporations and all liens upon their respective property, rights and assets, shall be unimpaired by the amalgamation and all debts, contracts, liabilities, and duties of each of the Amalgamating Corporations shall henceforth attached to Amalco and may be enforced against it.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF PTQ

6.01 Representations and Warranties of PTQ

PTQ hereby represents and warrants to Iberian, and hereby acknowledges that Iberian is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Transaction, as follows, save and except as previously disclosed by PTQ to Iberian in writing:

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Newco, enforceable against PTQ and PTQ Newco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. With requisite shareholder approvals and final approval of the TSX to the Transaction, the execution and delivery by each of PTQ and PTQ Newco of this Agreement and the performance by each of PTQ and PTQ Newco of its obligations hereunder and the completion of the Transaction, do not and will not:

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on PTQ;

No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by PTQ, PTQ Newco or the PTQ Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by each of PTQ and PTQ Newco of the Transaction other than: (i) any consents, waivers, permits, orders or approvals as previously disclosed by PTQ to Iberian (including final approval of the TSX for the Transaction); and (ii) any other consents, approvals, orders, authorizations, declarations or filings

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which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on PTQ.

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consents are valid and subsisting and in good standing in all material respects except where the failure to hold such licences, registrations, qualifications, permits and consents would not have a Material Adverse Effect on PTQ.

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ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF IBERIAN

7.01 Representations and Warranties of Iberian

Iberian hereby represents and warrants to PTQ, and hereby acknowledges that PTQ is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Transaction, as follows, save and except as previously disclosed by Iberian to PTQ in writing:

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hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Iberian having the right to vote with the Iberian shareholders on any matter. There are no outstanding contractual obligations of Iberian to repurchase, redeem or otherwise acquire any outstanding Iberian Common Shares or with respect to the voting or disposition of any outstanding Iberian Common Shares.

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Iberian;

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No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by Iberian in connection with the execution and delivery of this Agreement or the consummation by Iberian of the Transaction other than: (i) shareholder approval in respect of the Amalgamation; (ii) filings required under the BCBCA with respect to the completion of the Amalgamation; (iii) any other consents, waivers, permits, orders or approvals as previously disclosed by Iberian to PTQ; and (iv) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Iberian.

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ARTICLE 8
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

8.01 The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall merge on the completion of the Transaction. Any investigation by Iberian or PTQ and their respective advisors shall not mitigate, diminish or affect the representations and warranties contained in this Agreement.

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ARTICLE 9
COVENANTS

9.01 Covenants of PTQ

PTQ hereby covenants and agrees with Iberian as follows:

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ARTICLE 10
COVENANTS OF IBERIAN

10.01 Covenants of Iberian

Iberian hereby covenants and agrees with PTQ as follows:

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ARTICLE 11
CONDITIONS

11.01 Mutual Conditions

The respective obligations of PTQ and Iberian to complete the Transaction are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

The foregoing conditions are for the mutual benefit of the Parties and may be waived in respect of a Party, in whole or in part by such Party in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the satisfaction thereof, then any Party may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party.

11.02 Conditions Precedent to the Obligations of PTQ and PTQ Newco

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The obligation of PTQ and PTQ Newco to complete the Transaction is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below:

The foregoing conditions are for the benefit of PTQ and may be waived, in whole or in part, by PTQ in writing at any time. If any of such conditions shall not be complied with or waived by PTQ on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then PTQ may terminate this Agreement by written notice to Iberian in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by PTQ.

11.03 Conditions Precedent to the Obligations of Iberian

The obligation of Iberian to complete the Transaction is subject to the fulfillment of the following additional conditions at or before the Effective Date or such other time as is specified below:

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The foregoing conditions are for the benefit of Iberian and may be waived, in whole or in part, by Iberian in writing at any time. If any of such conditions shall not be complied with or waived by Iberian on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, Iberian may terminate this Agreement by written notice to PTQ in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Iberian.

11.04 Notice and Cure Provisions

Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could reasonably be expected to:

Subject as herein provided, a Party may (a) elect not to complete the Transaction by virtue of the conditions contained in Article 11 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) the Party intending to rely thereon has delivered a written notice to the other Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has

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delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of fifteen (15) days from date of delivery of such notice.

11.05 Merger of Conditions

The conditions set out in this Article 11 shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Effective Time.

ARTICLE 12
AMENDMENT

12.01 Amendment

This Agreement may, at any time and from time to time, be amended by mutual written agreement of the Parties and any such amendment may, without limitation:

ARTICLE 13
GENERAL

13.01 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party to which the notice is to be given at its registered office address or to such other address or to such facsimile number as shall be specified by a Party by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by facsimile be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 4:00 p.m. (Vancouver time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

13.02 Expenses

The Parties agree that all out-of-pocket expenses incurred in connection with this Agreement and the Transaction, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, shall be paid by the Party incurring such expense and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses. The provisions of this section 13.02 shall survive the termination of this Agreement.

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13.03 Time of the Essence

Time shall be of the essence in this Agreement.

13.04 Entire Agreement

This Agreement, together with the agreements and other documents herein or therein referred to, constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the parties hereto with respect to the subject matter hereof, including the letter of intent dated April 5, 2011. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

13.05 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

13.06 Waiver

No waiver or release by any Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.

13.07 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This Agreement may not be assigned by any Party without the prior written consent of each of the other Parties.

13.08 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

13.09 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering an executed counterpart of the signature page to this Agreement by facsimile to the other Parties shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

- 36 -

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

SCHEDULE “A”

AMALGAMATION APPLICATION AND NOTICE OF ARTICLES

[See next page for Amalgamation Application
Notice of Articles to be prepared prior to the Effective Date]

		Mailing Address:	AMALGAMATION APPLICATION
		PO Box 9431 Stn Prov Govt
	Ministry	▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇	FORM 13 – BC COMPANY
	of Finance	Location:
	BC Registry Services	2nd Floor – ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇	Section 275 Business Corporations Act
		Victoria BC
		▇▇▇.▇▇▇.▇▇▇.▇▇.▇▇/▇▇▇▇▇▇▇▇▇▇

Telephone: ▇▇▇ ▇▇▇-▇▇▇▇

What kind of company(ies) will be involved in this amalgamation?

(Check all applicable boxes.)

Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name approval before completing this amalgamation application.

Enter the name of each amalgamating corporation below. For each company, enter the incorporation number. If the amalgamating corporation is a foreign corporation, enter the foreign corporation’s jurisdiction and if registered in BC as an extraprovincial company, enter the extraprovincial company’s registration number. Attach an additional sheet if more space is required.

If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from the foreign corporation’s jurisdiction to be filed.

This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.

NOTICE OF ARTICLES

Set out the name of the company as set out in Item B of the Amalgamation Application.

Iberian Resources Corp.

Set out every translation of the company name that the company intends to use outside of Canada.

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

SCHEDULE "B"

ARTICLES OF AMALCO

[See next page]

ARTICLES

TABLE OF CONTENTS

OF

Iberian Resources Corp.

(the "Company")

BC Incorporation Number: BCOS66413

The Company has as its articles the following articles.

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

BC Incorporation Number: BC0866413

ARTICLES

OF

Iberian Resources Corp.

(the "Company")

1. INTERPRETATION

1.1. Definitions

In these Articles, unless the context otherwise requires:

1.2. Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1. Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2. Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3. Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4. Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5. Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written

acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

2.6. Replacement of Lost, Stolen or Destroved Certificate or Acknowledgment

Ifa share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

2.7. Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8. Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9. Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the

shareholder.

3. ISSUE OF SHARES

3.1. Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2. Commissions and Discounts

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3. Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4. Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

3.5. Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants,

options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1. Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, Including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2. Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1. Registering Transfers

A transfer of a share of the Company must not be registered unless:

5.2. Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may

be approved by the directors from time to time.

5.3. Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4. Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered In the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

5.5. Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6. Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1. Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2. Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1. Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2. Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

7.3. Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

8. BORROWING POWERS

The Company, if authorized by the directors, may:

9. ALTERATIONS

9.1. Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by special resolution:

9.2. Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

9.3. Change of Name

The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4. Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1. Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2. Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a

unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3. Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4. Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or In such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

10.5. Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4. Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5. Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and: